FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of March 2003 Commission File Number: 001-10306 The Royal Bank of Scotland Group plc 42 St Andrew Square Edinburgh EH2 2YE Scotland (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F x Form 40-F --- --- Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):__________ Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): __________ Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes No x --- --- If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________ THE ROYAL BANK OF SCOTLAND GROUP plc DIVIDEND ON SERIES 1 AND SERIES 2 NON-CUMULATIVE CONVERTIBLE DOLLAR PREFERENCE SHARES OF US$0.01 FOR THE PERIOD TO 31 MARCH 2003 The Directors have declared the specified dividends on the undernoted series of non-cumulative convertible dollar preference shares, all of which are represented by American Depositary Shares, for the six months to 31 March 2003. The dividends will be paid on 31 March 2003 at the undernoted rates to holders on the register at the close of business on 14 March 2003. As at the date of this announcement all of the undernoted non-cumulative dollar preference shares are held by The Bank of New York, N.A. as Depositary who have advised that the record date for the American Depositary Receipts which evidence the undernoted American Depositary Shares is 14 March 2003. Series Dividend payable per share Series 1 US$45.59 Series 2 US$44.085 3 March 2003 End THE ROYAL BANK OF SCOTLAND GROUP plc DIVIDEND ON SERIES D, SERIES E, SERIES F, SERIES G, SERIES H, SERIES I, SERIES J AND SERIES K NON-CUMULATIVE DOLLAR PREFERENCE SHARES of US$0.01 FOR THE THREE MONTHS TO 31 MARCH 2003 The Directors have declared the specified dividends on the undernoted Series of non-cumulative dollar preference shares, all of which are represented by American Depositary Shares, for the three months to 31 March 2003. The dividends will be paid on 31 March 2003 at the undernoted rates to holders on the register at the close of business on 14 March 2003. As at the date of this announcement all of the undernoted Non-cumulative dollar preference shares are held by The Bank of New York, N.A. as Depositary who have advised that the record date for the American Depositary Receipts which evidence the undernoted American Depositary Shares is 14 March 2003. Series Dividend payable per share Series D US$0.51328125 Series E US$0.50625 Series F US$0.478125 Series G US$0.4625 Series H US$0.453125 Series I US$0.50 Series J US$0.53125 Series K US$0.4921875 3 March 2003 End THE ROYAL BANK OF SCOTLAND GROUP plc DIVIDEND ON NON-CUMULATIVE CONVERTIBLE PREFERENCE SHARES OF(euro)0.01 The Directors have declared the specified dividend on the non-cumulative convertible preference shares of (euro) 0.01 for the twelve months to 31 March 2003. The dividend will be paid on 31 March 2003 at a rate of (euro) 67.70 per share to holders on the register at close of business on 14 March 2003. 3 March 2003 End NATIONAL WESTMINSTER BANK Plc DIVIDEND ON SERIES B and SERIES C NON-CUMULATIVE DOLLAR PREFERENCE SHARES OF US$25.00 FOR THE THREE MONTHS TO 16 APRIL 2003 The Directors have declared the specified dividends on the undernoted Series of non-cumulative dollar preference shares for the three months to 16 April 2003. The dividends will be paid on 16 April 2003 at the undernoted rates to holders on the register at the close of business on 7 March 2003. Series Dividend payable per share Series B US$0.4921875 Series C US$0.48519 3 March 2003 End NATIONAL WESTMINSTER BANK Plc DIVIDEND ON SERIES A NON-CUMULATIVE STERLING PREFERENCE SHARES OF(pound)1.00 FOR THE SIX MONTHS TO 16 APRIL 2003 The Directors have declared the specified dividend on the Series A non-cumulative sterling preference shares of (pound)1.00 for the six months to 16 April 2003. The dividend will be paid on 16 April 2003 at the rate of 4.5p per share to holders on the register at close of business on 7 March 2003. 3 March 2003 End THE ROYAL BANK OF SCOTLAND plc The Royal Bank of Scotland plc ("the Bank") has today launched a (pound)500 million (Junior) Subordinated Upper Tier II issue. The notes will be perpetual with a first call date of 14 March 2016. The deal has been priced at a spread of 95 basis points against the UK Treasury 8% due 2015. The lead manager and bookrunner for the deal was The Royal Bank of Scotland, with BNP Paribas and JP Morgan Chase as co-lead managers. The notes have been issued under the Bank's Euro Medium Term Note Programme, and are expected to be rated Aa2/A/AA- by Moody's, Standard & Poor's and Fitch respectively. The notes will be listed on the London Stock Exchange. Stabilisation FSA. For further information, please contact: The Royal Bank of Scotland Group plc Grahame Whitehead Deputy Group Finance Director 42 St. Andrew Square Edinburgh EH2 2YE Tel: 0131 523 2970 Ron Huggett Capital Raising Director 5th Floor. 280 Bishopsgate London EC2M 4RB Tel: 020 7375 4925 Gordon Taylor Associate Director, Primary Markets 135 Bishopsgate London EC2M 3UR Tel: 020 7648 3095 SCHEDULE 11 NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS 1. Name of company The Royal Bank of Scotland Group plc 2. Name of director Iain Samuel Robertson 3. Please state whether notification indicates that it is in respect of holding of the shareholder named in 2 above or in respect of a non-beneficial interest or in the case of an individual holder if it is a holding of that person's spouse or children under the age of 18 or in respect of a non-beneficial interest Iain Samuel Robertson 4. Name of the registered holder(s) and, if more than one holder, the number of shares held by each of them (if notified) The Royal Bank of Scotland plc 5. Please state whether notification relates to a person(s) connected with the director named in 2 above and identify the connected person(s) Iain Samuel Robertson 6. Please state the nature of the transaction. For PEP transactions please indicate whether general/single co PEP and if discretionary/non discretionary Participation in The Royal Bank of Scotland Group plc Profit Sharing Scheme 7. Number of shares / amount of stock acquired 211 8. Percentage of issued class - 9. Number of shares/amount of stock disposed n/a 10. Percentage of issued class n/a 11. Class of security Ordinary 25p 12. Price per share (pound)14.18 13. Date of transaction 7 March 2003 14. Date company informed 11 March 2003 15. Total holding following this notification 121,115 16. Total percentage holding of issued class following this notification - If a director has been granted options by the company please complete the following boxes. 17. Date of grant n/a 18. Period during which or date on which exercisable n/a 19. Total amount paid (if any) for grant of the option n/a 20. Description of shares or debentures involved: class, number n/a 21. Exercise price (if fixed at time of grant) or indication that price is to be fixed at time of exercise n/a 22. Total number of shares or debentures over which options held following this notification n/a 23. Any additional information n/a 24. Name of contact and telephone number for queries Hew Campbell, Head of Group Secretariat 0131 523 2002 25. Name and signature of authorised company official responsible for making this notification Hew Campbell, Head of Group Secretariat 0131 523 2002 Date of Notification 11 March 2003 The FSA does not give any express or implied warranty as to the accuracy of this document or material and does not accept any liability for error or omission. The FSA is not liable for any damages (including, without limitation, damages for loss of business or loss of profits) arising in contract, tort or otherwise from the use of or inability to use this document, or any material contained in it, or from any action or decision taken as a result of using this document or any such material. THE ROYAL BANK OF SCOTLAND GROUP plc In accordance with sections 9.31(a) and 9.32 of the UK Listing Authority rules, The Royal Bank of Scotland Group plc has today submitted to the Document Viewing Facility the circular Letter to Shareholders together with the Notice of Meeting in connection with the Annual General Meeting to be held on 28 April 2003. 18 March 2003 SCHEDULE 10 NOTIFICATION OF MAJOR INTERESTS IN SHARES 1. Name of company The Royal Bank of Scotland Group plc 2. Name of shareholder having a major interest Lehman Brothers International (Europe) 3. Please state whether notification indicates that it is in respect of holding of the shareholder named in 2 above or in respect of a non-beneficial interest or in the case of an individual holder if it is a holding of that person's spouse or children under the age of 18 Lehman Brothers International (Europe) 4. Name of the registered holder(s) and, if more than one holder, the number of shares held by each of them Lehman Brothers International (Europe) 5. Number of shares / amount of stock acquired - 6. Percentage of issued class - 7. Number of shares / amount of stock disposed - 8. Percentage of issued class - 9. Class of security Ordinary Shares of 25p 10. Date of transaction 14 March 2003 11. Date company informed 19 March 2003 12. Total holding following this notification 144,077,244 13. Total percentage holding of issued class following this notification 4.97% 14. Any additional information - 15. Name of contact and telephone number for queries Hew Campbell, Head of Group Secretariat 0131 523 4711 16. Name and signature of authorised company official responsible for making this notification Hew Campbell, Head of Group Secretariat 0131 523 4711 Date of notification 19 March 2003 The FSA does not give any express or implied warranty as to the accuracy of this document or material and does not accept any liability for error or omission. The FSA is not liable for any damages (including, without limitation, damages for loss of business or loss of profits) arising in contract, tort or otherwise from the use of or inability to use this document, or any material contained in it, or from any action or decision taken as a result of using this document or any such material. SCHEDULE 10 NOTIFICATION OF MAJOR INTERESTS IN SHARES 1. Name of company The Royal Bank of Scotland Group plc 2. Name of shareholder having a major interest Lehman Brothers International (Europe) 3. Please state whether notification indicates that it is in respect of holding of the shareholder named in 2 above or in respect of a non-beneficial interest or in the case of an individual holder if it is a holding of that person's spouse or children under the age of 18 Lehman Brothers International (Europe) 4. Name of the registered holder(s) and, if more than one holder, the number of shares held by each of them Lehman Brothers International (Europe) 5. Number of shares / amount of stock acquired - 6. Percentage of issued class - 7. Number of shares / amount of stock disposed - 8. Percentage of issued class - 9. Class of security Ordinary Shares of 25p 10. Date of transaction 18 March 2003 11. Date company informed 20 March 2003 12. Total holding following this notification 104,882,613 13. Total percentage holding of issued class following this notification 3.61% 14. Any additional information - 15. Name of contact and telephone number for queries Hew Campbell, Head of Group Secretariat 0131 523 4711 16. Name and signature of authorised company official responsible for making this notification Hew Campbell, Head of Group Secretariat 0131 523 4711 Date of notification 21 March 2003 The FSA does not give any express or implied warranty as to the accuracy of this document or material and does not accept any liability for error or omission. The FSA is not liable for any damages (including, without limitation, damages for loss of business or loss of profits) arising in contract, tort or otherwise from the use of or inability to use this document, or any material contained in it, or from any action or decision taken as a result of using this document or any such material. SCHEDULE 11 NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS 1. Name of company The Royal Bank of Scotland Group plc 2. Name of director Frederick Anderson Goodwin 3. Please state whether notification indicates that it is in respect of holding of the shareholder named in 2 above or in respect of a non-beneficial interest or in the case of an individual holder if it is a holding of that person's spouse or children under the age of 18 or in respect of a non-beneficial interest Frederick Anderson Goodwin 4. Name of the registered holder(s) and, if more than one holder, the number of shares held by each of them (if notified) Frederick Anderson Goodwin 5. Please state whether notification relates to a person(s) connected with the director named in 2 above and identify the connected person(s) Frederick Anderson Goodwin 6. Please state the nature of the transaction. For PEP transactions please indicate whether general/single co PEP and if discretionary/non discretionary 2003 Executive Share Option Scheme Grant 7. Number of shares / amount of stock acquired 72,800 options 8. Percentage of issued class - 9. Number of shares/amount of stock disposed - 10. Percentage of issued class - 11. Class of security Ordinary Shares of 25p 12. Price per share - 13. Date of transaction 13 March 2003 14. Date company informed 21 March 2003 15. Total holding following this notification - 16. Total percentage holding of issued class following this notification - If a director has been granted options by the company please complete the following boxes. 17. Date of grant 13 March 2003 18. Period during which or date on which exercisable 13 March 2006 to 12 March 2013 19. Total amount paid (if any) for grant of the option - 20. Description of shares or debentures involved: class, number Ordinary Shares of 25p 21. Exercise price (if fixed at time of grant) or indication that price is to be fixed at time of exercise (pound)12.37 22. Total number of shares or debentures over which options held following this notification 508,151 23. Any additional information - 24. Name of contact and telephone number for queries Hew Campbell, Head of Group Secretariat, 0131 523 2002 25. Name and signature of authorised company official responsible for making this notification Hew Campbell, Head of Group Secretariat, 0131 523 2002 Date of Notification 21 March 2003 SCHEDULE 11 NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS 1. Name of company The Royal Bank of Scotland Group plc 2. Name of director Gordon Francis Pell 3. Please state whether notification indicates that it is in respect of holding of the shareholder named in 2 above or in respect of a non-beneficial interest or in the case of an individual holder if it is a holding of that person's spouse or children under the age of 18 or in respect of a non-beneficial interest Gordon Francis Pell 4. Name of the registered holder(s) and, if more than one holder, the number of shares held by each of them (if notified) Gordon Francis Pell 5. Please state whether notification relates to a person(s) connected with the director named in 2 above and identify the connected person(s) Gordon Francis Pell 6. Please state the nature of the transaction. For PEP transactions please indicate whether general/single co PEP and if discretionary/non discretionary 2003 Executive Share Option Scheme Grant 7. Number of shares / amount of stock acquired 49,800 options 8. Percentage of issued class - 9. Number of shares/amount of stock disposed - 9. Percentage of issued class - 10. Class of security Ordinary 25p shares 11. Price per share - 12. Date of transaction 13 March 2003 13. Date company informed 21 March 2003 14. Total holding following this notification - 15. Total percentage holding of issued class following this notification - If a director has been granted options by the company please complete the following boxes. 16. Date of grant 13 March 2003 17. Period during which or date on which exercisable 13 March 2006 to 12 March 2013 18. Total amount paid (if any) for grant of the option - 19. Description of shares or debentures involved: class, number Ordinary 25p shares 20. Exercise price (if fixed at time of grant) or indication that price is to be fixed at time of exercise (pound)12.37 21. Total number of shares or debentures over which options held following this notification 157,866 22. Any additional information - 23. Name of contact and telephone number for queries Hew Campbell, Head of Group Secretariat, 0131 523 2002 24. Name and signature of authorised company official responsible for making this notification Hew Campbell, Head of Group Secretariat, 0131 523 2002 Date of Notification 21 March 2003 SCHEDULE 11 NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS 1. Name of company The Royal Bank of Scotland Group plc 2. Name of director Frederick Inglis Watt 3. Please state whether notification indicates that it is in respect of holding of the shareholder named in 2 above or in respect of a non-beneficial interest or in the case of an individual holder if it is a holding of that person's spouse or children under the age of 18 or in respect of a non-beneficial interest Frederick Inglis Watt 4. Name of the registered holder(s) and, if more than one holder, the number of shares held by each of them (if notified) Frederick Inglis Watt 5. Please state whether notification relates to a person(s) connected with the director named in 2 above and identify the connected person(s) Frederick Inglis Watt 6. Please state the nature of the transaction. For PEP transactions please indicate whether general/single co PEP and if discretionary/non discretionary 2003 Executive Share Option Scheme Grant 7. Number of shares / amount of stock acquired 42,500 options 8. Percentage of issued class - 9. Number of shares/amount of stock disposed - 10. Percentage of issued class - 11. Class of security Ordinary 25p shares 12. Price per share - 13. Date of transaction 13 March 2003 14. Date company informed 21 March 2003 15. Total holding following this notification - 16. Total percentage holding of issued class following this notification - If a director has been granted options by the company please complete the following boxes. 17. Date of grant 13 March 2003 18. Period during which or date on which exercisable 13 March 2006 to 12 March 2013 19. Total amount paid (if any) for grant of the option - 20. Description of shares or debentures involved: class, number Ordinary 25p shares 21. Exercise price (if fixed at time of grant) or indication that price is to be fixed at time of exercise (pound)12.37 22. Total number of shares or debentures over which options held following this notification 158,758 23. Any additional information - 24. Name of contact and telephone number for queries Hew Campbell, Head of Group Secretariat, 0131 523 2002 25. Name and signature of authorised company official responsible for making this notification Hew Campbell, Head of Group Secretariat, 0131 523 2002 Date of Notification 21 March 2003 SCHEDULE 11 NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS 1. Name of company The Royal Bank of Scotland Group plc 2. Name of director Norman Cardie McLuskie 3. Please state whether notification indicates that it is in respect of holding of the shareholder named in 2 above or in respect of a non-beneficial interest or in the case of an individual holder if it is a holding of that person's spouse or children under the age of 18 or in respect of a non-beneficial interest Norman Cardie McLuskie 4. Name of the registered holder(s) and, if more than one holder, the number of shares held by each of them (if notified) Norman Cardie McLuskie 5. Please state whether notification relates to a person(s) connected with the director named in 2 above and identify the connected person(s) Norman Cardie McLuskie 6. Please state the nature of the transaction. For PEP transactions please indicate whether general/single co PEP and if discretionary/non discretionary 2003 Executive Share Option Scheme Grant 7. Number of shares / amount of stock acquired 39,700 options 8. Percentage of issued class - 9. Number of shares/amount of stock disposed - 10. Percentage of issued class - 11. Class of security Ordinary 25p shares 12. Price per share - 13. Date of transaction 13 March 2003 14. Date company informed 21 March 2003 15. Total holding following this notification - 16. Total percentage holding of issued class following this notification - If a director has been granted options by the company please complete the following boxes. 17. Date of grant 13 March 2003 18. Period during which or date on which exercisable 13 March 2006 to 12 March 2013 19. Total amount paid (if any) for grant of the option - 20. Description of shares or debentures involved: class, number Ordinary 25p shares 21. Exercise price (if fixed at time of grant) or indication that price is to be fixed at time of exercise (pound)12.37 22. Total number of shares or debentures over which options held following this notification 156,130 23. Any additional information - 24. Name of contact and telephone number for queries Hew Campbell, Head of Group Secretariat, 0131 523 2002 25. Name and signature of authorised company official responsible for making this notification Hew Campbell, Head of Group Secretariat, 0131 523 2002 Date of Notification 21 March 2003 SCHEDULE 11 NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS 1. Name of company The Royal Bank of Scotland Group plc 2. Name of director Sir George Ross Mathewson 3. Please state whether notification indicates that it is in respect of holding of the shareholder named in 2 above or in respect of a non-beneficial interest or in the case of an individual holder if it is a holding of that person's spouse or children under the age of 18 or in respect of a non-beneficial interest Sir George Ross Mathewson 4. Name of the registered holder(s) and, if more than one holder, the number of shares held by each of them (if notified) Sir George Ross Mathewson 5. Please state whether notification relates to a person(s) connected with the director named in 2 above and identify the connected person(s) Sir George Ross Mathewson 6. Please state the nature of the transaction. For PEP transactions please indicate whether general/single co PEP and if discretionary/non discretionary 2003 Executive Share Option Scheme Grant 7. Number of shares / amount of stock acquired 36,400 options 8. Percentage of issued class - 9. Number of shares/amount of stock disposed - 10. Percentage of issued class - 11. Class of security Ordinary 25p shares 12. Price per share - 13. Date of transaction 13 March 2003 14. Date company informed 21 March 2003 15. Total holding following this notification - 16. Total percentage holding of issued class following this notification - If a director has been granted options by the company please complete the following boxes. 17. Date of grant 13 March 2003 18. Period during which or date on which exercisable 13 March 2006 to 12 March 2013 19. Total amount paid (if any) for grant of the option - 20. Description of shares or debentures involved: class, number Ordinary 25p shares 21. Exercise price (if fixed at time of grant) or indication that price is to be fixed at time of exercise (pound)12.37 22. Total number of shares or debentures over which options held following this notification 294,001 23. Any additional information - 24. Name of contact and telephone number for queries Hew Campbell, Head of Group Secretariat, 0131 523 2002 25. Name and signature of authorised company official responsible for making this notification Hew Campbell, Head of Group Secretariat, 0131 523 2002 Date of Notification 21 March 2003 The FSA does not give any express or implied warranty as to the accuracy of this document or material and does not accept any liability for error or omission. The FSA is not liable for any damages (including, without limitation, damages for loss of business or loss of profits) arising in contract, tort or otherwise from the use of or inability to use this document, or any material contained in it, or from any action or decision taken as a result of using this document or any such material. SCHEDULE 10 NOTIFICATION OF MAJOR INTERESTS IN SHARES 1. Name of company The Royal Bank of Scotland Group plc 2. Name of shareholder having a major interest Lehman Brothers International (Europe) 3. Please state whether notification indicates that it is in respect of holding of the shareholder named in 2 above or in respect of a non-beneficial interest or in the case of an individual holder if it is a holding of that person's spouse or children under the age of 18 Lehman Brothers International (Europe) 4. Name of the registered holder(s) and, if more than one holder, the number of shares held by each of them Lehman Brothers International (Europe) 5. Number of shares / amount of stock acquired - 6. Percentage of issued class - 7. Number of shares / amount of stock disposed - 8. Percentage of issued class - 9. Class of security Ordinary Shares of 25p 10. Date of transaction 20 March 2003 11. Date company informed 25 March 2003 12. Total holding following this notification - 13. Total percentage holding of issued class following this notification Less than 3% 14. Any additional information - 15. Name of contact and telephone number for queries Hew Campbell, Head of Group Secretariat 0131 523 4711 16. Name and signature of authorised company official responsible for making this notification Hew Campbell, Head of Group Secretariat 0131 523 4711 Date of notification 25 March 2003 The FSA does not give any express or implied warranty as to the accuracy of this document or material and does not accept any liability for error or omission. The FSA is not liable for any damages (including, without limitation, damages for loss of business or loss of profits) arising in contract, tort or otherwise from the use of or inability to use this document, or any material contained in it, or from any action or decision taken as a result of using this document or any such material. Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: 1 April 2003 THE ROYAL BANK OF SCOTLAND GROUP plc (Registrant) By: /s/ H Campbell -------------------------------- Name: H Campbell Title: Head of Group Secretariat